{"id":42384,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/internet-services-agreement-webhelp-com-inc-and-eliance-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"internet-services-agreement-webhelp-com-inc-and-eliance-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/internet-services-agreement-webhelp-com-inc-and-eliance-corp.html","title":{"rendered":"Internet Services Agreement &#8211; Webhelp.com Inc. and Eliance Corp."},"content":{"rendered":"<pre>                           INTERNET SERVICES AGREEMENT\n\n\n         AGREEMENT made this 29th day of December, 1999, between Webhelp.com\nInc. (\"Webhelp.com\") with its principal office located at One Dundas Street\nWest, Suite 2500, Toronto, Ontario Canada, M5G 1Z3 and Eliance Corporation\n(\"PROVIDER\"), with its principal office located at 7800 Equitable drive, Suite\n250, Minneapolis, MN 55344 (collectively referred to as the \"Parties\") WHEREAS,\nWebhelp.com desires that PROVIDER provide certain services for Webhelp.com and\n\n         WHEREAS, PROVIDER is willing to provide the services to Webhelp.com:\n\n         IT IS AGREED:\n\n         1. SERVICES. PROVIDER shall perform the services for Webhelp.com\ndescribed on Schedule \"A\", attached, as it may be amended from time-to-time by\nmutual agreement of the Parties to reflect current campaigns of Webhelp.com (the\n\"Services\").\n\n         2. TERM. The initial term of this Agreement shall commence on November\n30th, 1999 and continue until, May 31st, 2000 unless terminated as provided for\nin paragraph 5 hereof.\n\n         3. OBLIGATIONS OF THE PARTIES.\n\n            a. PROVIDER. PROVIDER, in order to fulfill its obligations under\n               this Agreement, agrees that it will employ its reasonable efforts\n               to:\n\n               (1) employ and train Web Wizards and Web Gurus (as defined in\n                   Schedule A) in accordance with defined skill set requirements\n                   as identified in Schedule A, attached, to provide the\n                   Services. Specifically, PROVIDER shall make available to\n                   Webhelp.com up to 150 stations twenty-four hours per day\n                   beginning on the date hereof\n\n               (2) maintain in full working order all equipment and machines\n                   necessary for PROVIDER's performance, including computers and\n                   internet connections with an average response time (i.e.\n                   transmission time) of 2.5 seconds when used with\n                   Webhelp.com's specified chat application;\n\n               (3) utilize the technology as provided for by Webhelp.com in\n                   strict accordance with the documented procedures and the\n                   training materials as provided for and other items reasonably\n                   requested by Webhelp.com;\n\n                                       1\n\n\n               (4) monitor, on a random sampling basis, Internet services and\n                   communication aspects of the services provided hereunder on a\n                   daily basis across all hours of operation to ensure quality\n                   control and compliance with all material aspects of the\n                   policies and training programs related to those services;\n\n               (5) upon Webhelp.com's request, analyze and deliver to\n                   Webhelp.com recommendations for:\n\n                   (a) the need for multilingual agents or alternative\n                       mechanisms to handle calls from non-English speaking\n                       callers;\n\n                   (b) phrase modifications;\n\n                   (c) other aspects of the Program relating to the Services\n                       performed by PROVIDER.\n\n               (6) provide, on a daily basis, all hours worked, broken down by\n                   employee;\n\n               (7) provide facility access and one office at PROVIDER's Minot\n                   and Minneapolis facilities (for so long as PROVIDER occupies\n                   such facility) to work in for Webhelp.com's employees or\n                   Webhelp.com contractors as deemed necessary; Webhelp.com\n                   employees at the facility must abide by the same security and\n                   safety procedures as PROVIDER'S employees;\n\n               (8) be available to meet at all reasonable times with Webhelp.com\n                   and its representatives at Webhelp.com's headquarters or\n                   other location reasonably designated by Webhelp.com. As part\n                   of the fees set forth on Schedule B, Webhelp.com shall\n                   reimburse PROVIDER for all reasonable out-of-pocket travel,\n                   food and lodging expenses associated with such meetings.\n\n                   (b) WEBHELP.COM. Webhelp.com, in order to properly assist\n                       PROVIDER in the fulfillment of its Services under this\n                       Agreement, warrants and represents that:\n\n               (1) all phrases and product descriptions provided by Webhelp.com\n                   to PROVIDER will be complete and accurate and shall be made\n                   available to PROVIDER as soon as practicable.\n\n               (2) it will provide PROVIDER with a staffing matrix at least one\n                   (1)\n\n                                       2\n\n\n                   week in advance setting forth the number of hours it\n                   wishes Web Wizards to provide Services in the week following\n                   its intended start date. Webhelp.com acknowledges that any\n                   staffing matrix which results in an increase in the number of\n                   Web Wizard hours utilized in the Program during the previous\n                   week shall be on a optional basis only by PROVIDER;\n\n               (3) it will provide forty-eight (48) hour's advance notice to\n                   PROVIDER as to any reduction in staffing; however where a Web\n                   Wizard has been working on the project for more than 90 days,\n                   there will be a requirement of 30 days notice unless their\n                   termination is requested due to quality issue(s) which\n                   Webhelp.com in its sole discretion views as detrimental to\n                   its business it will provide forty-eight (48) hour's advance\n                   notice to PROVIDER as to other changes requested in the\n                   day-to-day operation of the Project;\n\n               (4) it shall designate, from time-to-time, a Program contact\n                   available by telephone, fax and mailing address during the\n                   entire term of this Agreement; and\n\n               (5) It shall provide to PROVIDER, at Webhelp.com's expense, all\n                   application software necessary for PROVIDER to perform the\n                   Services, all training materials required to train PROVIDER's\n                   Web Wizards and Web Gurus to provide the Services and\n                   appropriate training at PROVIDER's facilities in Minot, ND.\n\n         4. SERVICE FEES: TERMS. Webhelp.com shall pay PROVIDER, without right\nto setoff, the fees for Services throughout the term of this Agreement (the\n\"Service Fees\") as provided for on Schedule B, attached, as the same may be\namended from time to time by the Parties. PROVIDER shall invoice Webhelp.com for\nService Fees bi-weekly in arrears. Payment shall be due within 7 days of receipt\nof the invoice and shall be made by wire transfer to the account of PROVIDER\nspecified in a notice to Webhelp.com from time-to-time. Payments received by\nPROVIDER more than thirty days of receipt of the invoice by Webhelp.com shall be\naccompanied by interest from the due date until the date received at the rate of\n1% per month, compounded monthly. Notwithstanding the foregoing, no payments of\nany kind shall be made in respect periods prior to January 1, 2000.\n\n         5. TERMINATION. This Agreement may be terminated only upon one of the\nfollowing events:\n\n            a. By agreement of the Parties in writing;\n\n            b. By either Party providing at least ninety (90) days'\n               advance written notice of its intent to terminate\n               this Agreement at the end of the then current term;\n\n                                       3\n\n\n            c. At either Party's election in the event the other\n               Party is in material breach of this Agreement and has\n               not cured the specified breach within ten (10) days\n               of receipt of a written notice to cure the same.\n\n            d. On May 31, 2000, unless the parties shall agree in writing to\n               extend the term hereof.\n\n         6. EXCUSABLE DELAY. No party hereto will be liable to the another for\nfailure to perform any obligation hereunder during such time that performance of\nthat obligation is rendered impossible due to an act of God, fire, flood, or\nother natural catastrophe, any law, order, regulation or request of the federal,\nstate or local government or agency thereof having jurisdiction over either\nparty, or any other event which is beyond the control of the applicable party\nhereto.\n\n         7. CONFIDENTIALITY. Each Party will safeguard and hold as confidential\nthis Agreement and all information including software, systems, processes and\ntechniques, provided by the other Party regarding its marketing strategy, sales\npresentations, pricing, products offered or any other aspect of its business\norganization and marketing activity which could reasonably be expected to be\nconfidential information. Each Party will use the information provided by the\nother Party solely for the purposes contemplated by this Agreement and will not\ndisclose such information to persons other than those employees and agents of\nsuch Party having a need to know the information in order to perform such\nParty's obligations under this Agreement. Upon written request from the\ntransmitting Party, all confidential information which a Party receives from the\ntransmitting Party must be returned to the transmitting Party at the termination\nof this Agreement. The PROVIDER agrees that from and after the date hereof and\nfor a period of one year, will not, without obtaining prior written consent from\nWebhelp.com, directly or indirectly engage in any activity or act in any manner,\nincluding but not limited to, as an individual, owner, sole proprietor, founder,\nassociate, promoter, partner, joint venture, shareholder, (other than as a less\nthan five percent (5%) shareholder of a publicly traded corporation), officer,\ndirector, trustee, manager, employer, employee, independent contractor,\nsubcontractor, principal, agent, salesman, broker, representative consultant,\nadvisor, investor or otherwise, as or for any business or entity that is engaged\nin a business that is directly competitive with the \"webhelp.com\" service to be\noffered by Webhelp.com (i.e., the service whereby Webhelp.com makes available\nWeb Wizards to handle customer-initiated Internet search inquiries), but\notherwise may continue to function as an Internet contact center for other\nclients. The parties acknowledge that if this paragraph is breached, that\nirreparable harm could occur to the injured Party for which no adequate remedy\nat law would exist. It is, therefore, agreed that the injured Party shall be\nentitled to injunctive relief with respect to any breach under this paragraph in\naddition to any remedies it may have at law. The provisions of this paragraph\nwill survive the termination of this Agreement.\n\n         8. LIMITATION. Notwithstanding anything to the contrary contained in\nthis Agreement, a Party receiving confidential information from the other Party\nwill not be precluded from (i) the use or disclosure of any such confidential\ninformation which currently is known \n\n                                       4\n\n\ngenerally to the public or which subsequently has come into the public domain,\nother than by way of disclosure in violation of this Agreement, (ii) the use or\ndisclosure of any confidential information that becomes available to the\nreceiving Party on a non-confidential basis from a source other than the Party\nproviding it under this agreement, provided that such source is not known by the\nParty receiving the confidential information to have a legal obligation\nprohibiting the disclosure of such information, or (iii) any disclosure of the\nconfidential information required by law or legal process or required to enforce\nthis Agreement.\n\n         9. RELATIONSHIP OF PARTIES. The parties do not have and are not to be\ndeemed to have the relationship of principal\/agent\/joint venture or partnership.\nExcept as expressly provided for in this Agreement, neither Party is authorized\nto act for the other in any way. The parties, in furnishing Services to each\nother under this Agreement, are acting only as independent contractors.\n\n         10. INDEMNIFICATION OF PROVIDER. Webhelp.com will indemnify PROVIDER\nand its shareholders, employees, agents and affiliates (each an \"Indemnified\nParty\") against any losses, liabilities, damages or expenses (including amounts\npaid for attorneys' fees, judgments and settlements in connection with any\nthreatened, pending or completed action, suit or proceeding) to which any of\nsuch persons may become subject in connection with the Services to be provided\nunder this Agreement or otherwise arising out of this agreement except, as to\nany Indemnified Party, to the extent any such losses, liabilities, damages or\nexpenses are finally determined by a court of competent jurisdiction to have\nresulted solely from the violation of this Agreement by the Indemnified Party.\n\n         11. NOTICES. All notices, demands, or communications which are required\nunder this Agreement and invoices will be deemed given (and with respect to\ninvoices deemed received) on date of receipt, if personally delivered, when sent\nby confirmed electronic facsimile transfer, or deposited with an overnight\ncourier service, and addressed to the parties at their above addresses or at\nsuch other address as either party may designate in writing from time-to-time,\nand if given in any other manner, will be deemed given upon actual receipt.\n\n         Until otherwise directed in writing, all notices shall be directed:\n\n                  If to Webhelp.com:\n\n                  Attn:  Kerry E. Adler\n                  President and CEO\n                  One Dundas Street West\n                  Suite 2500\n                  Toronto, Ontario M5G 1Z3 Canada\n                  Fax 1-416 -542-5420\n\n                                       5\n\n\n                  If to PROVIDER:\n\n                  Attn: Paul Eidness\n                  General Counsel\n                  Eliance Corporation\n                  7800 Equitable Drive, Suite 250\n                  Minneapolis, MN 55344\n                  Fax 1-612-294-1407\n\n         12. SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and\nwill benefit the parties, their successors and assigns, including any successor\nto the business or substantially all of the assets of such party. Such\nassignment shall not, however, relieve the obligations of the assignor, unless\nagreed to in writing by the other parties to this Agreement. The PROVIDER shall\nbe permitted to use \"temporary employees\" in the provision of services\nhereunder.\n\n         13. GOVERNING LAW. This contract will be governed by the laws of the\nState of Minnesota applicable herein, without regard to its conflicts of laws\nprinciples.\n\n         14. LANGUAGE The parties have agreed that this contract shall be\nwritten in the English language only.\n\n         15. SEVERABILITY. The invalidity or unenforceability of any particular\nprovision of this Agreement will not affect the other provisions hereof, and\nthis Agreement is to be construed in all respects as if such invalid or\nunenforceable provisions were omitted.\n\n         16. AMENDMENTS: WAIVER. Any change to this Agreement must be in writing\nand signed by all parties hereto to be valid. No waiver of any provision of this\nAgreement is valid unless it is in writing and signed by the person who is\nclaimed to have made such waiver.\n\n         17. ENTIRE AGREEMENT. This Agreement constitutes the entire and\ncomplete agreement among the parties regarding the subject matter hereof and\nsupersedes all prior correspondence, discussions, agreements, and\nunderstandings, including, without limitation, that certain letter of intent\ndated November 26, 1999, unless otherwise mutually agreed in writing subsequent\nto the execution of this Agreement.\n\n         18. AUTHORIZATION. The parties signing this Agreement individually\nrepresent and warrant that the entities for which they are signing this\nAgreement have taken all steps necessary and proper to authorize this Agreement\nand the execution thereof by the parties signing for them.\n\n         19. DISCLAIMER. Neither party hereto makes any representations or\nwarranties in connection with the subject matter of this Agreement other than\nthose explicitly set forth in this Agreement.\n\n                                       6\n\n\n         IN WITNESS WHEREOF, the parties have executed this Agreement effective\nas of the date of PROVIDER's acceptance below.\n\nACCEPTED AT Toronto, Ontario, Canada\n\nELIANCE CORPORATION                                  WEBHELP.COM INC.\n\n\nBy:_____________________________                     By:_______________________\n     Jeff Farstad                                       Kerry E. Adler\n     Title: Chairman                                    Title: CEO and President\n\n\n\n                                       7\n\n\n                                  SCHEDULE \"A\"\n\n\nSchedule A consists of the attached 7 pages\n\n\n\n\n\n\n                                       8\n\n\n                                  SCHEDULE \"B\"\n                                  SERVICE FEES\n\nWebhelp.com shall reimburse PROVIDER for the salaries and benefits of\nWebWizards, Web Gurus and Web Assurance Reps., prorated based on the number of\nstation-hours devoted to services hereunder.\n\nIn addition, Webhelp.com shall pay PROVIDER a percentage of the cost of the\nlease of the Minot facility, equipment leases, utilities and other overhead\ncosts directly related to the provision of call center services in Minot equal\nto a fraction (i) the numerator of which is the daily average number of\nstation-hours dedicated solely to Webhelp.com at such facility from December 1,\n1999 through December 22, 1999 and (ii) the denominator of which is the daily\naverage number of station-hours filled at such facility from December 1, 1999\nthrough December 22, 1999.\n\nFurthermore, upon presentation of proper invoices therefore and proof of\npayment, Webhelp.com will reimburse the PROVIDER for all other reasonable\nout-of-pocket expenses which shall have been pre-approved in writing by\nWebhelp.com, which approved shall not be unreasonably withheld (including to,\npurchase of equipment used at the call center).\n\n                                       9\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9302],"corporate_contracts_industries":[],"corporate_contracts_types":[9613,9620],"class_list":["post-42384","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-webhelpcom-inc","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42384","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42384"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42384"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42384"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42384"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}